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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 28, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No.: 1-5767
CIRCUIT CITY STORES, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 MAYLAND DRIVE
RICHMOND, VA 23233
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (804) 527-4000
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, Par Value $.50 New York Stock Exchange
Rights to Purchase Preferred Stock,
Series E, Par Value $20.00 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [X].
On May 6, 1994, the Company had 96,068,810 common shares outstanding.
The aggregate market value of the common shares held by non-affiliates
(without admitting that any person whose shares are not included in
determining such value is an affiliate) was $1,743,560,880 based upon the
closing price of these shares as reported by the New York Stock Exchange on
May 6, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference in
Parts II, III, and IV of this Form 10-K Report: (1) Pages 17 through 31 of
the Company's Annual Report to Shareholders for the fiscal year ended
February 28, 1994 (Parts II and IV) and (2) "Election of Directors,"
"Beneficial Ownership of Securities," "Executive Compensation, "Employment
Agreements and Change-in-Control Arrangements," and "Compensation of
Directors" in the May 13, 1994 Proxy Statement, furnished to shareholders of
the Company in connection with the 1994 Annual Meeting of such shareholders
(Part III). TABLE OF CONTENTS
ITEM PAGE
PART I
1. Business 3
2. Properties 9
3. Legal Proceedings 10
4. Submission of Matters to a Vote of Security Holders 10
PART II
5. Market for Company's Common Equity and Related
Stockholder Matters 12
6. Selected Financial Data 12
7. Management's Discussion and Analysis of Results
of Operations and Financial Condition 12
8. Financial Statements and Supplementary Data 12
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 12
PART III
10. Directors and Executive Officers of the Company 11-13
11. Executive Compensation 13
12. Security Ownership of Certain Beneficial Owners
and Management 13
13. Certain Relationships and Related Transactions 13
PART IV
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14PART I
ITEM 1. BUSINESS.
Circuit City Stores, Inc. (the Company) was incorporated under the laws
of Virginia in 1949. Its corporate headquarters is located at 9950 Mayland
Drive, Richmond, Va. The Company's retail operations consist of Circuit City
Superstores, Circuit City stores, Circuit City electronics-only stores and
mall stores. Effective May 1, 1994, all Western region Superstore locations
were transferred to and will operate as part of a wholly owned subsidiary
called Circuit City Stores West Coast, Inc. The Company has a wholly owned
credit card bank subsidiary, First North American National Bank, that extends
consumer credit. In fiscal 1995, the Company will continue to test CARmax,
a retail concept selling used cars.
GENERAL.
The Company is the nation's largest retailer of brand-name consumer
electronics and major appliances. It sells video equipment, including
televisions, video cassette recorders and camcorders; audio equipment,
including home and car stereo systems, tape recorders, tape players and
compact disc players; home office products, including personal computers,
peripheral equipment and facsimile machines; other consumer electronics
products, including telephones, portable radios and entertainment software;
and microwave ovens. Most stores sell major appliances, including washers,
dryers, refrigerators and ranges. Music software, which was introduced on a
limited basis in fiscal 1993, was carried in approximately 145 stores at
April 30, 1994.
At April 30, 1994, the Company's retail operations were conducted in 293
locations nationwide. The Company's 252 Circuit City Superstores (ranging in
size from approximately 15,000 square feet to 44,000 square feet, but
predominantly between 27,000 and 32,000 square feet) sell a full line of
consumer Circuit City electronics, personal computers and major appliances.
The Company's seven Circuit City electronics-only stores (ranging in size
from 4,000 square feet to 15,000 square feet) offer the Company's full line
of consumer electronics and a limited selection of major appliances. In
fiscal 1994, the Company also introduced a new store prototype (approximately
15,000 square feet) designed to serve smaller trade areas. These stores,
which are called Circuit City, are approximately half the size of a
Superstore but carry extensive product selections in all major categories.
The Company's 32 mall stores (ranging in size from 2,000 to 4,000 square
feet) are located in shopping malls and primarily carry small gift-oriented
consumer electronics products. The mall stores operate predominately under
the Circuit City Express name.
Each of the Company's store locations follows detailed operating
procedures and merchandising programs. Included are procedures for inventory
maintenance, advertising, customer relations, store administration, display
of merchandise, security and demonstration and sale of products. Each store
carries a standard line of products selected at the corporate level and
supplied directly to the stores by the Company's regional warehouse
distribution facilities.
RETAIL.
EXPANSION. The Company's expansion strategy is based on two principles:
regional concentration and clear market leadership. The Company attempts to
minimize the expense and effort of growth by concentrating its resources in
compact areas of substantial opportunity.
The Company's three-year expansion plan for fiscal 1995 through 1997
includes approximately 180 Superstores and will move Circuit City into every
major metropolitan market in the United States except New York. The Company
also expects to open approximately 20 Circuit City stores designed to serve
smaller trade areas.
In fiscal 1995, the Company plans to open approximately 60 Superstores
in new and existing markets. In the first quarter of fiscal 1995, the
Company entered the Minneapolis, Minn. market. The Company also expects to
enter the following markets: Kansas City, Kan.; New Orleans, La.; Little
Rock, Ark.; Seattle, Wash.; Portland, Ore.; and Cleveland, Ohio. In each
regional area, stores are typically clustered within approximately 500 miles
of an automated electronics distribution center. The Company currently
operates seven automated electronics distribution centers. Smaller appliance
warehouses are located closer to certain stores to facilitate replenishment
of merchandise and to minimize freight costs. In fiscal 1995, the Company
plans to open an additional automated electronics distribution center in
Chehalis, Wash., (Western region).
The Company's goal is to secure the leading market share in each market
it serves. The benefits of this approach include improving competitive
position, maximizing sales and improving net profit margins since costs,
especially advertising, are reduced as a percentage of sales. THE CENTRAL
REGION. During fiscal 1992, the Company opened one Superstore in the
Charlotte, N.C., market; one in the Philadelphia, Penn., market; and another
in the Cincinnati, Ohio, market. A Superstore was replaced in the Norfolk,
Va., market. Also, a Superstore replaced an electronics-only store in the
Roanoke, Va., and Washington, D.C., markets.
During fiscal 1993, the Company replaced electronics-only stores with
Superstores in the Washington, D.C., and Norfolk, Va., markets; and added one
Superstore each in the Philadelphia, Penn., and Richmond, Va., markets.
During fiscal 1994, the Company entered the Chicago, Ill., market by
opening 18 Superstores. It also opened 13 Superstores in the Boston, Mass.,
market. One Superstore was replaced in the Richmond, Va., market and one new
Superstore was opened in the Philadelphia, Penn., market. In addition, the
Company's first two prototype stores for smaller trade areas were opened in
Fredericksburg and Harrisonburg, Va.
THE SOUTHERN REGION. During fiscal 1992, the Company opened one
Superstore in the St. Louis, Mo., market and one in the Tampa, Fla., market.
Another Superstore replaced an electronics-only store in the Savannah, Ga.,
market. Also, during fiscal 1992, the Company entered three new Texas
markets. Six Superstores opened in the Houston market, seven in the
Dallas/Fort Worth market and two in the Austin market.
During fiscal 1993, the Company opened one Superstore each in the
Gainesville, Orlando, Tampa, and Pensacola, Fla., markets. It replaced
electronics-only stores in the Macon and Columbus, Ga., markets with one
Superstore each. One Superstore each opened in the Baton Rouge, La., and
Tulsa, Okla., markets, and three Superstores opened in the Oklahoma City,
Okla., market. The Company expanded its presence in Texas by opening two
Superstores in the Dallas/Fort Worth market, two Superstores in the San
Antonio market, and one each in the Corpus Christi and McAllen markets.
No additional stores opened in fiscal 1994.
THE WESTERN REGION. During fiscal 1992, the Company opened two
Superstores in the Los Angeles, Calif., market. The Company also opened one
Superstore in the San Diego, Calif., market.
During fiscal 1993, the Company opened one Superstore each in the
Tucson, Ariz.; San Diego, Palm Springs, Fresno, Salinas, and San Francisco,
Calif., markets; and three in Los Angeles, Calif., market.
During fiscal 1994, the Company opened one Superstore each in the
Tucson, Ariz.; San Diego, and Los Angeles, Calif., markets; and two in the
San Francisco, Calif., market.
MALL STORES. During fiscal 1992, the Company opened 21 mall stores
under the name Impulse, including one replacement store in Richmond, Va. The
remaining new locations were in shopping malls in California (five stores),
Maryland (three stores), Illinois (two stores), New York (two stores), New
Jersey, Virginia, Pennsylvania, New Hampshire, Missouri, Arizona, Ohio and
the District of Columbia (one store each).
During fiscal 1993, the Company opened five mall stores under the name
Impulse. The new stores were located in shopping malls in California (two
stores), New York, Massachusetts and New Jersey (one store each).
During fiscal 1994, the Company closed five stores that were located in
underperforming malls -- one each in Maryland, Florida and New Jersey and two
in California. It also changed the name of most remaining stores to Circuit
City Express. The change will allow the stores to benefit from consumer
recognition of the Circuit City name.
In fiscal 1995, the Company plans to close several more mall locations
but may also open new stores, depending upon the availability of appropriate
real estate.
MERCHANDISING. Because the Company believes that local markets have
individual characteristics which vary greatly by the advertising,
merchandising and pricing strategies of competitors, it has organized its
merchandising function to focus upon markets with similar competitive
conditions. The Company's operating regions benefit from a centralized
buying organization. The central buying reduces costs by purchasing in large
volumes, structures a sound basic merchandising program, and is supported by
advanced management information and distribution systems.
The Company's merchandising strategy emphasizes a broad selection of
products, price ranges and new products. Merchandise mix and displays are
controlled centrally in an effort to insure a high level of consistency from
store to store within each market. Merchandise pricing and selling
strategies vary by market to reflect competitive conditions.
Although suggested retail prices are established by the Company's
central merchandising departments, each store manager is responsible for
shopping the local competition on a regular basis and has the authority to
adjust retail prices to meet market conditions. As part of its competitive
strategy, the Company advertises low prices and provides each customer with
a low-price guarantee. The Company will beat any legitimate price from a
local competitor stocking the same new item in a factory-sealed box. If a
customer finds a lower price, including the Company's own sales price, within
30 days, the Company will refund 110 percent of the difference to the
customer.
The Company staffs its stores with commissioned sales counselors,
support personnel (cashiers and stockmen), a store manager, one or more sales
managers and, in larger stores, an operations manager. Extensive internal
education programs are conducted at its Richmond, Chicago, Atlanta, Miami,
Dallas, Los Angeles, and San Francisco regional training centers. These
programs train sales counselors in the Company's operations and enable them
to demonstrate superior product knowledge as well as develop good
salesmanship practices. The programs are continually updated. They include
videotapes made in the Company's own studios and for all new sales counselors
a week of classroom training sessions at its regional training centers.
Including in-store training, the counselors' initial training program lasts
up to five weeks in new markets and approximately two weeks in existing
markets. In addition, on-going training and informational classes, some of
which include visits by manufacturers' representatives to explain new
products, are generally held once or twice a week at each store. The Company
also uses flyers and other written materials to provide ongoing information
to its sales force on products and marketing techniques.
To measure the Company's customer service record and ultimately the
strength of its customer relationships, over 25,000 telephone surveys are
conducted every month. These surveys cover all aspects of the Circuit City
experience including product selection and purchase, home delivery,
automotive installation centers and product repair. The surveys track the
quality of service delivered at each location and enable the Company to
quickly address any identified issues. Equally important, the survey process
helps discover opportunities for improvement and rapidly test and refine
changes before rolling them out to all locations.
The table below shows the percentage of merchandise sales for each major
product group for each of the last five fiscal years. The percentage of
sales contributed by each product group is affected by store type,
promotional activities, consumer trends and the development of new products.
Because these percentages change continually, historical percentages may not
be indicative of future results.
SALES BY MERCHANDISE CATEGORY
FISCAL YEARS ENDED FEBRUARY 28 OR 29
CATEGORY: 1994 1993 1992 1991 1990
Television 20% 23% 23% 24% 24%
VCR/Camcorders 17 19 20 22 23
Audio 21 20 21 22 22
Home Office* 12 7 5 N/A N/A
Appliances 18 19 19 18 19
Other Electronics** 12 12 12 14 12
Total 100% 100% 100% 100% 100%
* Home Office electronics are included in "other electronics" in fiscal
1990 and 1991.
** Other electronics include such products as telephones, portable radios,
portable tape players and entertainment software.
Computerized point-of-sale (POS) registers in each store communicate
data to host computers, where the information is used to manage inventory
investment and to restock distribution centers and store inventories. The
POS system automatically notifies the merchandising department when inventory
of specific products needs to be replenished without individual stores having
to place reorders. Additionally, the POS system provides store personnel
with automatic price verification, inventory status and charge card and check
verification. The system provides the regional and corporate headquarters'
staff with extensive management reports, sales accounting information,
perpetual inventory record keeping, payroll and cash management data. By
the end of fiscal 1993, the Company's new proprietary Customer Service
Information System (CSIS) had been installed in all of the Company's stores.
This system maintains an on-line history of customer purchases and enables
the Company to better assist individuals with future purchases by ensuring
that new products can be integrated with existing products in the home. It
also facilitates product returns and product repair. In addition, this
system supports Answer CitySM, a toll-free phone service introduced in fiscal
1993. Answer CitySM provides the Company's customers with access to skilled
product specialists. From their homes, customers can receive immediate
answers to basic questions regarding product usage and installation. This
service is only available to Circuit City customers.
In fiscal 1994, store systems and procedures were modified to provide
"one-stop shopping." One-stop shopping enables the customer to complete the
entire transaction with his or her sales counselor. One-stop simplifies the
buying experience for the customer and generates considerable labor savings
through reduced support staff requirements in the stores. At year-end, one-
stop was available in approximately 75 percent of the Company's stores. It
will be available in over 95 percent of the stores by the end of fiscal 1995.
In fiscal 1995, the Company's new store design features a more open
floor plan and higher ceilings that emphasize the Company's merchandise
selection. These design changes highlight the vast assortment that the
Company carries in all product categories.
ADVERTISING. The Company relies on considerable amounts of advertising
and promotion to stimulate Superstore, Circuit City store, and electronics-
only store sales. Expenditures for these items were 5.1 percent of sales in
fiscal 1994 (5.3 percent and 6.1 percent in fiscal 1993 and 1992,
respectively). The improvement in advertising as a percent to sales was
largely due to efficiencies achieved through in-house production, creative
development and media buying. Automated production equipment and
computerized data bases facilitate these processes. Also, as the Company's
market share expands in existing markets, the sales from these new stores
improve the efficiency of existing advertising expenditures. These same
efficiencies will be evidenced in the Company's expansion into smaller
trading areas, as existing television advertising in neighboring markets
already reaches many of these areas. The Company primarily uses print
advertising, including multi-page vehicles and run-of-press newspaper ads,
for Superstore, Circuit City and electronics-only store advertising. The
Company emphasizes the use of multi-page vehicles to allow a more extensive
presentation of the broad selection of products and price ranges it carries.
These multi-page vehicles are generally distributed in newspapers but are, in
some cases, mailed directly to residences outside the newspapers' area of
circulation. Print advertising is supplemented in varying degrees in local
markets by radio and television commercials.
DISTRIBUTION. The Company currently operates automated electronics
distribution centers in Doswell, Va.; and Louisville, Ky. (Central region);
Atlanta, Ga.; Orlando, Fla.; and Dallas, Texas (Southern region); City of
Industry and San Francisco, Calif. (Western region). These centers are
designed to serve stores within a 500-mile range and utilize conveyor systems
with laser barcode scanners to reduce labor requirements, prevent inventory
damage and maintain tight inventory control. The Company also operates
smaller distribution centers handling primarily appliances and larger
electronics products. The Company believes that the use of the distribution
centers enables it to efficiently distribute a broad selection of merchandise
to its stores, reduce inventory requirements at individual stores, benefit
from volume purchasing and maintain accounting control. Virtually all of the
Company's Superstore, Circuit City store, and electronics-only store
merchandise is distributed through its distribution centers.
SERVICE. The Company offers service and repair for nearly all of the
products it sells. For an additional charge, customers are offered extended
warranty plans on the merchandise it sells.
The Company has 23 regional, factory-authorized repair facilities. The
Company opened three service centers in fiscal 1994 -- one each in Chicago,
Ill.; Boston, Mass.; and Tampa, Fla. In addition, a regional service center
opened in Minneapolis, Minn., in the first quarter of fiscal 1995. To meet
customer needs, merchandise needing service or repair usually is moved by
truck from the stores to the Company's nearest regional service facility and
is returned to the customer at the store after repair. The Company also has
in-home technicians who service large items not conveniently carried to a
store.
Extended warranty plans extend coverage beyond the normal manufacturer's
warranty period, usually with terms of coverage (including the manufacturer's
warranty period) between 12 and 60 months. In fiscal 1994, the Company
introduced two third-party extended warranty plans. The first of these
programs provides in-home service, rather than the in-shop service commonly
available in the marketplace, for most personal computer products, including
peripheral equipment. This program is provided by General Electric Company,
which has a large-scale operation in place to honor these commitments, and is
available in virtually all markets. The second third-party program covers
consumer electronics and major appliances and offers extended service
programs backed by insurance from Virginia Surety Company, Inc., a subsidiary
of AON Corporation. Virginia Surety carries an A.M. Best Company rating of
superior (A+). This program is being introduced in highly competitive
markets.
The Company sells its own extended warranty contracts in markets where
the third-party programs have not been introduced.
SUPPLIERS. During fiscal 1994, the Company's 10 largest suppliers
accounted for approximately 58 percent of merchandise purchased by the
Company. The Company's major suppliers include Sony, Thomson, JVC,
Panasonic, Whirlpool, Zenith, G.E. Appliances, Kenwood, Sanyo-Fisher, and
Hitachi. Brand-name advertised products are sold by all of the Company's
retail locations. The Company has no significant long-term contracts for the
purchase of merchandise.
In the past, the Company has not experienced any significant difficulty
obtaining satisfactory sources of supply and believes that adequate sources
of supply exist for the types of merchandise sold in its stores.
COMPETITION. The brand-name consumer electronics and major appliance
business engaged in by the Company is highly competitive. The Company's
competitors include other full-service retailers, self-service retailers,
specialty retailers with differing product selections and services, general
merchandise retailers and local independent operators. Over the past three
years, the Company's competition has shifted to include more self-service
retailers, who offer a more limited product selection but at highly
competitive prices.
The Company uses pricing, selection and service to differentiate itself
from the competition. As part of its competitive strategy, the Company
strives to maintain highly competitive prices and offers every customer the
low price guarantee previously described. The Company's Superstores offer a
broad product selection that includes 3,200 to 3,600 name-brand items,
depending on the selling square footage of the Superstore. Professionally
trained sales counselors, convenient credit options, factory-authorized
product repair, home delivery, installation centers for automotive
electronics, a toll-free product support line and a 30-day return policy
reflect the Company's strong commitment to customer service.
SEASONALITY. Like other retail businesses, the Company's sales are
greater in the fourth quarter of the fiscal year than in other periods of the
fiscal year because of holiday buying patterns. A corresponding pre-seasonal
inventory build-up is associated with this sales volume. This build-up
results in a lower ratio of fixed costs to sales and produces a higher ratio
of operating income to sales in the fourth fiscal quarter. The Company's
sales for the fourth fiscal quarter (which includes the Christmas season)
were $1,406,736,000 in fiscal 1994, $1,098,252,000 in fiscal 1993, and
$903,325,000 in fiscal 1992 and represented approximately 34 percent of sales
for fiscal 1994 and 1993, and 32 percent of sales for fiscal 1992.
CONSUMER CREDIT. Because of the relatively high cost of consumer
electronics, personal computers and major appliances, the Company's business
is affected by consumer credit availability, which varies with the state of
the economy and the location of a particular store. In fiscal 1994,
approximately 19 percent of the Company's total sales were made through its
private-label credit card and 39 percent through third-party credit sources.
FIRST NORTH AMERICAN NATIONAL BANK.
As previously discussed, credit availability is important to the
Company's business. The Company established a subsidiary in fiscal 1991 to
handle its private-label credit card business. First North American National
Bank (FNANB) received its national credit card bank charter on November 19,
1990. The credit card bank subsidiary is headquartered in Marietta, Ga.
FNANB's credit extension and collection operations are fully automated
with state-of-the-art technology. This technology aids FNANB's aggressive
collection philosophy, which is comprised of early and frequent contact with
delinquent customers.
In fiscal 1994, the Company continued to experience improved customer
credit availability while FNANB maintained prudent standards for granting
credit. The Company believes this increased credit availability contributed
to the Company's comparable stores sales growth. In addition to increased
credit availability, this credit program provides the Company with additional
marketing opportunities, including direct mail campaigns to credit card
customers and special financing programs for promotions. The new credit
program also enhances the Company's customer service philosophy. Interfacing
the credit card bank subsidiary with the Company's POS system has produced a
more rapid customer credit approval process. A customer's application can be
electronically scored and qualified customers receive approval within five
minutes of input at a store.
FNANB sells receivables generated by the private-label credit programs
to non-affiliated entities under asset securitization programs with a
capacity as of February 28, 1994, of $630 million. The Company expects that
receivables generated in the future will be financed under these or similar
securitization programs.
EMPLOYEES.
On April 30, 1994, the Company had 14,400 hourly and salaried employees
and 9,300 sales employees working on a commission basis, or on a drawing
account against which commissions are applied on a combination of commissions
and salary. Additional personnel are employed during peak selling seasons.
Management of the Company considers its relationship with its employees to be
good. None of the Company's employees is subject to a collective bargaining
agreement.ITEM 2. PROPERTIES.
At April 30, 1994, the Company operated 293 retail locations, most of
which are located in or near major shopping centers in cities with
populations in excess of 165,000 in the Central, Southern, and Western
regions. The stores are all operated as either Circuit City Superstores,
Circuit City stores, Circuit City electronics-only stores, or mall stores.
The following table summarizes the Company's stores (opened and planned)
as of April 30, 1994:
In Various Stages
Open for Business of Development
Circuit Circuit
Super- City ElectronicsMall Super- City Electronics Mall
stores Stores Only Stores stores Stores Only Stores
Alabama 5 - - - - - - -
Arizona 6 - - 2 2 - - -
Arkansas - - - - 2 - - -
California 64 - - 4 4 - - -
Delaware - - - 1 1 - - -
District of Columbia - - - 1 - - - -
Florida 30 - - 1 3 - - -
Georgia 11 - - - 3 - - -
Illinois 18 - - 2 4 - - -
Indiana 1 - 1 - 1 - - -
Kentucky 5 - - - - - - -
Louisiana 1 - - - 4 - - -
Massachusetts 9 - - 4 1 - - -
Maryland 10 - 3 4 1 - - -
Minnesota - - - - 7 - - -
Missouri 6 - - 1 4 - - -
Nevada 3 - - - - - - -
New Hampshire 4 - - 1 - - - -
New Jersey 4 - - 1 - - - -
New York - - - 3 - - - -
North Carolina 10 - - - - - - -
Ohio 3 - - 1 3 - - -
Oklahoma 4 - - - - - - -
Oregon - - - - 5 - - -
Pennsylvania 7 - - 1 - - - -
Rhode Island 1 - - - - - - -
South Carolina 5 - - - - - - -
Tennessee 8 - 1 - 1 - - -
Texas 21 - - 1 8 2 - -
Virginia 16 2 - 4 - 1 - -
Washington - - - - 4 - - -
West Virginia - - 2 - - - - -
252 2 7 32 58 3 - -
Of the stores open at April 30, 1994, the Company owns seven stores and
leases the remaining 286 stores. Four of the owned stores are financed by
Industrial Development Revenue Bonds that are collateralized by the
applicable land, building, and equipment.
For information with respect to obligations for leases, see note 7 of
the Notes to Consolidated Financial Statements, on pages 29 and 30 of the
Company's 1994 Annual Report to Stockholders, which is incorporated herein by
reference.
The following table summarizes store properties in various stages of
development at April 30, 1994:
Range of
Number of Stores Expiration Dates of
Owned Leased Initial Lease Term (a)
Superstores 16 42 2009-2016
Circuit City stores 2 1 2009
18 43
(a) Many of the leases contain renewal options.
The Company owns the land but leases the building in which its corporate
headquarters is located at 9950 Mayland Drive, Richmond, Va.
The Company owns a 388,000 square-foot consumer electronics/appliance
distribution center in Doswell, Va., and a 387,000 square-foot consumer
electronics/appliance distribution center in Atlanta, Ga. These two
distribution centers have been financed with Industrial Development Revenue
Bonds.
In addition to the aforementioned properties, the Company also owns one
location used for additional office space and one location leased to others.
In addition to the above described facilities, the Company also leases
either warehouses, offices or service facilities in Nashville, Tenn.; Miami,
Orlando and Tampa, Fla.; Atlanta, Ga.; Louisville, Ky.; Charlotte and
Greensboro, N.C.; Landover, Columbia and Frederick, Md.; Norfolk and
Richmond, Va.; Los Angeles and San Francisco, Calif.; Dallas and Houston,
Texas; Boston Mass.; Chicago, Ill.; Phoenix, Ariz.; St. Louis, Mo.; and
Philadelphia, Penn.
ITEM 3. LEGAL PROCEEDINGS.
Because of the nature of the Company's businesses, the Company is a
party to various legal proceedings that are incidental to its business.
Management believes, after consultation with legal counsel, that the outcome
of these proceedings will not have a material adverse effect upon the
financial condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended February 28, 1994. EXECUTIVE OFFICERS OF
THE COMPANY. The following table identifies the present executive officers
of the Company. The Company is not aware of any family relationship between
any executive officers of the Company. All executive officers are generally
elected annually and serve for one year or until their successors are elected
and qualify. The next election of officers will occur in June 1994.
NAME AGE OFFICE
Richard L. Sharp 47 President and Chief Executive Officer
Walter E. Bruckart 57 Executive Vice President
- Merchandising
Richard S. Birnbaum 41 Executive Vice President
- Operations
W. Stephen Cannon 42 Senior Vice President and
General Counsel
Michael T. Chalifoux 47 Senior Vice President,
Chief Financial Officer and
Corporate Secretary
John A. Fitzsimmons 51 Senior Vice President
- Administration
W. Austin Ligon 43 Senior Vice President - Corporate
Planning and Communications
William E. Zierden 55 Senior Vice President
- Human Resources
Raymond M. Albers 52 Vice President and
Chief Information Officer
Mr. Sharp is a director and a member of the Company's executive
committee. He joined the Company in 1982 as executive vice president and was
elected president in 1984 and chief executive officer in 1986.
Mr. Bruckart was elected executive vice president - merchandising of the
Company in May 1989. He joined the Company in 1968 and was elected assistant
vice president in 1975, vice president in 1977 and senior vice president in
1980.
Mr. Birnbaum joined the Company in 1972. He was elected vice president
in 1985, Central division president in 1986, senior vice president -
marketing in 1991, and executive vice president - operations in 1994.
Mr. Cannon joined the Company in April 1994 as senior vice president and
general counsel. He was a partner in Wunder, Diefenderfer, Cannon & Thelen,
a Washington, D.C., law firm, from 1986 until he joined the Company.
Mr. Chalifoux is a director and a member of the Company's executive
committee. He joined the Company in 1983 as corporate controller and was
elected vice president and chief financial officer in 1988. He was elected
senior vice president in 1991 and became corporate secretary in 1993. Mr.
Fitzsimmons joined the Company in 1987 as senior vice president -
administration. He was senior vice president of administration of the
Marshall's Division of Melville Corporation from 1980 to 1987.
Mr. Ligon joined the Company in 1990 as vice president - corporate
planning and communications. He was elected senior vice president -
corporate planning and communications in 1991. Prior to joining the Company,
he served in various capacities with Marriott Corporation.
Mr. Zierden joined the Company in 1984 as vice president - human
resources. He was elected senior vice president - human resources in 1989.
Mr. Albers joined the Company in 1989 as vice president and chief
information officer. He was vice president of information systems for Target
Stores, a division of Dayton Hudson Corporation, from 1982 to 1989.
PART II
With the exception of the information incorporated by reference from the
1994 Annual Report to Stockholders in Item 2, of Part I and Items 5, 6, 7 and
8 of Part II and Item 14 of Part IV of this Form 10-K, the Company's 1994
Annual Report to Stockholders is not to be deemed filed as a part of this
Report.
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Incorporated herein by reference is the information appearing under the
heading "Common Stock" on page 21 of the Company's 1994 Annual Report to
Stockholders.
As of May 6, 1994, there were 7,624 holders of the Company's common
stock.
ITEM 6. SELECTED FINANCIAL DATA.
Incorporated herein by reference is the information appearing under the
heading "Reported Historical Information" on page 17 of the Company's 1994
Annual Report to Stockholders.
The Company adopted FASB Technical Bulletin No. 90-1, "Accounting for
Separately Priced Extended Warranty and Product Maintenance Contracts," as of
March 1, 1990. The cumulative effect of adoption was a reduction in earnings
of $53,500,000, net of tax benefit, ($0.58 per share) in fiscal 1991.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Incorporated herein by reference is the information appearing under the
heading "Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 17 through 21 of the Company's 1994 Annual
Report to Stockholders, except for the information appearing on page 21 of
such Annual Report under the heading "Common Stock."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Incorporated herein by reference is the information appearing under the
headings "Consolidated Statements of Earnings," "Consolidated Balance
Sheets," "Consolidated Statements of Cash Flows," "Consolidated Statements of
Stockholders' Equity," "Notes to Consolidated Financial Statements," and
"Independent Auditors' Report," on pages 22 through 31 of the Company's 1994
Annual Report to Stockholders. Incorporated herein by reference is the
information appearing under the heading "Note 10. Quarterly Financial Data
(Unaudited)" on page 30 of the Company's 1994 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None. PART III
Certain information required by Part III is omitted from this Report in
that the Company will file a definitive proxy statement pursuant to
Regulation 14A (the Proxy Statement) not later than 120 days after the end of
the fiscal year covered by this Report and certain information included
therein is incorporated herein by reference.
With the exception of the information incorporated by reference from the
Company's Proxy Statement in Items 10, 11 and 12 of Part III and exhibits
10(g) and 10(v) of this Form 10-K, the Company's Proxy Statement dated May
13, 1994, is not to be deemed filed as a part of this Report.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The information concerning the Company's directors required by this Item
is incorporated by reference to the section entitled "Election of Directors"
appearing at pages 1 through 3 of the Company's Proxy Statement dated May 13,
1994.
The information concerning the Company's executive officers required by
this Item is incorporated by reference to the section in Part I hereof
entitled "Executive Officers of the Company."
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to
the sections entitled "Executive Compensation," "Employment Agreements and
Change-In-Control Arrangements," and "Compensation of Directors," appearing
at pages 7 through 9 and pages 12 and 13 of the Company's Proxy Statement
dated May 13, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is incorporated by reference to
the section entitled "Beneficial Ownership of Securities" appearing at pages
4 and 5 of the Company's Proxy Statement dated May 13, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
1. Financial Statements. The following Consolidated Financial
Statements of Circuit City Stores, Inc. and subsidiaries and the
related Independent Auditors' Report are incorporated by
reference to pages 22 through 31 of the Company's 1994 Annual
Report to Shareholders:
Consolidated Statements of Earnings for the fiscal years ended
February 28, 1994, February 28, 1993 and February 29, 1992.
Consolidated Balance Sheets at February 28, 1994 and 1993.
Consolidated Statements of Cash Flows for the fiscal years ended
February 28, 1994, February 28, 1993, and February 29, 1992.
Consolidated Statements of Stockholders' Equity for the fiscal
years ended February 28, 1994, February 28, 1993, and
February 29, 1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Financial Statement Schedules. The following financial
statement schedules of Circuit City Stores, Inc. for the fiscal
years ended February 28, 1994, February 28, 1993, and
February 29, 1992, are filed as part of this Report and should
be read in conjunction with the Consolidated Financial
Statements of Circuit City Stores, Inc.:
II Amounts Receivable from Related Parties S-1
V Property, Plant and Equipment S-2
VI Accumulated Depreciation and Amortization
of Property, Plant and Equipment S-3
VIII Valuation and Qualifying Accounts and
Reserves S-4
Independent Auditors' Report on Financial
Statement Schedules S-5
Schedules not listed above have been omitted because they
are not applicable or are not required or the information
required to be set forth therein is included in the
Consolidated Financial Statements or Notes thereto.
3. EXHIBITS. The Exhibits listed on the accompanying Index to
Exhibits immediately following the financial statement
schedules are filed as part of, or incorporated by reference
into, this Report.
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the last
fiscal quarter covered by this Report.
S-1
SCHEDULE II
CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES
BALANCE AT
BALANCE AT
BEGINNING REDUCTIONS/ END
OF YEAR
NAME OF DEBTOR OF YEAR ADDITIONS PAYMENTS CURRENT
NON-CURRENT
Year Ended
February 29, 1992:
- - -None-
Year Ended
February 28, 1993:
Leonard Kaplan $ - $111,750(a) $ - $111,750
$ -
Robert Timbrook $ 45,000 $ 60,000(a) $ 79,178 $ 25,822
$ -
Year Ended
February 28, 1994:
Leonard Kaplan $111,750 $ - $111,750 $ -
$ -
Robert Timbrook $ 25,822 $ - $ 25,822 $ -
$ -
(a) This indebetdness is represented by an interest bearing
demand note.
S-2
SCHEDULE V
CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
(AMOUNTS IN THOUSANDS)
BALANCE AT BALANCE AT
BEGINNING ADDITIONS RETIREMENT END OF
DESCRIPTION OF YEAR AT COST OR SALES YEAR
YEAR ENDED FEBRUARY 29, 1992:
Land & Buildings $172,158 $ 56,534 $111,042 $117,650
Furniture & Equipment 126,263 35,182 3,791 157,654
Leasehold Improvements 145,435 17,874 1,380 161,929
TOTAL $443,856 $109,590 $116,213 $437,233
YEAR ENDED FEBRUARY 28, 1993:
Land & Buildings $117,650 $98,673 $81,670 $134,653
Furniture & Equipment 157,654 53,273 12,730 198,197
Leasehold Improvements 161,929 37,703 15,949 183,683
TOTAL $437,233 $189,649 $110,349 $516,533
YEAR ENDED FEBRUARY 28, 1994:
Land & Buildings $134,653 $126,937 $128,942 $132,648
Furniture & Equipment 198,197 87,519 2,905 282,811
Leasehold Improvements 183,683 37,800 389 221,094
TOTAL $516,533 $252,256 $132,236 $636,553
S-3
SCHEDULE VI
CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(Amounts in thousands)
BALANCE AT BALANCE AT
BEGINNING ADDITIONS RETIREMENT END OF
DESCRIPTION OF YEAR AT COST OR SALES YEAR
YEAR ENDED FEBRUARY 29, 1992:
Buildings $ 15,030 $ 4,001 $ 4,869 $ 14,162
Furniture & Equipment 45,397 21,094 613 65,878
Leasehold Improvements 27,977 10,625 713 37,889
TOTAL $ 88,404 $ 35,720 $ 6,195 $117,929
YEAR ENDED FEBRUARY 28, 1993:
Buildings $ 14,162 $ 3,603 $ 396 $ 17,369
Furniture & Equipment 65,878 26,765 11,896 80,747
Leasehold Improvements 37,889 11,337 1,600 47,626
TOTAL $117,929 $ 41,705 $ 13,892 $145,742
YEAR ENDED FEBRUARY 28, 1994:
Buildings $ 17,369 $ 4,221 $ 467 $ 21,123
Furniture & Equipment 80,747 37,382 1,500 116,629
Leasehold Improvements 47,626 13,409 330 60,705
TOTAL $145,742 $55,012 $ 2,297 $198,457
S-4
SCHEDULE VIII
CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Amounts in thousands)
BALANCE AT CHARGED CHANGE BALANCE AT
BEGINNING TO IN END OF
DESCRIPTION OF YEAR INCOME RESERVE YEAR
Reserves deducted from
assets to which they apply:
YEAR ENDED FEBRUARY 29, 1992:
Allowance for doubtful accounts $ 835 $3,796 $(1,300) $3,331
YEAR ENDED FEBRUARY 28, 1993:
Allowance for doubtful accounts $3,331 $2,498 $ (580) $5,249
YEAR ENDED FEBRUARY 28, 1994:
Allowance for doubtful accounts $5,249 $4,604 $(3,002) $6,851
S-5
[LETTERHEAD OF KPMG PEAT MARWICK]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors
Circuit City Stores, Inc.:
Under date of April 4, 1994, we reported on the consolidated balance sheets
of Circuit City Stores, Inc. and subsidiaries (the Company) as of February
28, 1994 and 1993, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the fiscal years in the
three-year period ended February 28, 1994, as contained in the February 28,
1994 annual report to stockholders. These consolidated financial statements
and our report thereon are incorporated by reference in the annual report on
Form 10-K for the year ended February 28, 1994. In connection with our
audits of the aforementioned consolidated financial statements, we also have
audited the related financial statement schedules as listed in Item 14(a)2 of
this Form 10-K. These financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statement schedules based on our audits.
In our opinion, such schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.
As discussed in Note 1(G) to the consolidated financial statements, the
Company changed its method of accounting for income taxes in fiscal 1993.
s/KPMG PEAT MARWICK
Richmond, Virginia
April 4, 1994
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CIRCUIT CITY STORES, INC.
(Registrant)
By s/Richard L. Sharp
Richard L. Sharp
President and
Chief Executive Officer
By s/Michael T. Chalifoux
Michael T. Chalifoux
Senior Vice President,
Chief Financial Officer and
Corporate Secretary
By s/Keith D. Browning
Keith D. Browning
Corporate Controller and
Chief Accounting Officer
CIRCUIT CITY STORES, INC.
ANNUAL REPORT ON FORM 10-K
INDEX TO EXHIBITS
(3) Articles of Incorporation and Bylaws EXHIBIT
(a) Amended and Restated Articles of Incorporation of
the Company, effective January 27, 1990, filed as
Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28,
1993, (File No. 1-5767) are expressly incorporated
herein by this reference.
(b) Articles of Amendment to the Amended and Restated
Articles of Incorporation of the Company effective
February 26, 1993, filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993,
(File No. 1-5767) are expressly incorporated herein
by this reference.
(c) Bylaws of the Company, as amended and restated
April 15, 1994, are filed herewith. A
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
(a) Rights Agreement dated April 29, 1988, between the
Company and Crestar Bank, as Rights Agent, filed
as Exhibit (2) to Company's Form 8-A Registration
Statement (File No. 1-5767) filed on May 23, 1988,
is expressly incorporated herein by this reference.
(b) $100,000,000 Credit Agreement dated June 30, 1992,
between the Company, Crestar Bank, NationsBank of
Virginia, N.A., Bank of America, N.T. & S.A. and
Signet Bank/Virginia. Pursuant to Item
601(b)(4)(iii) of Regulation S-K, in lieu of filing
a copy of such agreement, Registrant agrees to
furnish a copy of such agreement to the Commission
upon request.
(c) Pooling and Servicing Agreement dated as of
February 1, 1992, among the Company, First
North American National Bank and Bankers Trust
Company, as Trustee, filed as Exhibit 10(ff) to
Company's Annual Report on Form 10-K for fiscal
year ended February 29, 1992, (File No. 1-5767)
is expressly incorporated herein by this reference.
(d) Amendment No. 1 dated as of February 4, 1994, B
to Pooling and Servicing Agreement dated as of
February 1, 1992, among the Company, First
North American National Bank and Bankers Trust
Company, as Trustee, is filed herewith.
(e) Letter of Credit Reimbursement Agreement dated
as of February 18, 1992, among the Company,
First North American National Bank, The Long-Term
Credit Bank of Japan, Limited, New York Branch,
as Agent, and the Letter of Credit Banks named
therein, filed as Exhibit 10(gg) to Company's
Annual Report on Form 10-K for fiscal year ended
February 29, 1992, (File No. 1-5767) is expressly
incorporated herein by this reference.
(f) Amendment No. 1 dated as of October 1, 1993, to C
the Letter of Credit Reimbursement Agreement
dated as of February 18, 1992, among the Company,
First North American National Bank, The Long-Term
Credit Bank of Japan, Limited, New York Branch,
as Agent, and the Letter of Credit Banks named
therein, is filed herewith.
(g) Amendment No. 2 dated as of February 4, 1994, D
to the Letter of Credit Reimbursement Agreement
dated as of February 18, 1992, as amended, among
the Company, First North American National Bank,
Bank of America National Trust and Savings
Association, as successor Agent, and the Letter
of Credit Banks named therein, is filed herewith.
(h) Transfer and Administration Agreement dated as
of August 27, 1993, among the Company, First
North American National Bank and Freedom Asset
Funding Corporation. Pursuant to Item
601(b)(4)(iii) of Regulation S-K, in lieu of
filing a copy of such agreement, Registrant
agrees to furnish a copy of such agreement to
the Commission upon request.
(i) Amended and Restated Transfer and Administration
Agreement dated as of January 26, 1994, among
the Company, First North American National Bank
and Enterprise Funding Corporation. Pursuant
to Item 601(b)(4)(iii) of Regulation S-K, in
lieu of filing a copy of such agreement,
Registrant agrees to furnish a copy of such
agreement to the Commission upon request.
(10) Material Contracts
(a) Company's 1986 Stock Incentive Plan, as
amended, filed as Exhibit 4(g) to the
Company's Registration Statement on Form S-8
(Registration No. 33-17876) filed on
October 16, 1987, is expressly incorporated
herein by the reference.
(b) Amendments to Company's 1986 Stock Incentive
Plan filed as Exhibit 10(k) to Company's
Annual Report on Form 10-K for the fiscal year
ended February 28, 1990, (File No. 1-5767)
are expressly incorporated herein by this
reference.
(c) Company's 1988 Stock Incentive Plan, filed as
Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended
February 28, 1993, (File No. 1-5767) is
expressly incorporated herein by this reference.
(d) Amendments to the Company's 1988 Stock Incentive
Plan filed as Exhibit 10(l) to Company's Annual
Report on Form 10-K for the fiscal year ended
February 29, 1990, (File No. 1-5767) is expressly
incorporated herein by this reference.
(e) Amendment to the Company's 1988 Stock Incentive
Plan filed as Exhibit 4(h) to Company's
Registration Statement on Form S-8 (Registration
No. 33-50144) filed on July 28, 1992, is
expressly incorporated herein by this reference.
(f) Company's 1989 Non-Employee Directors' Stock
Option Plan, filed as Exhibit A to Company's
Definitive Proxy Statement dated May 21, 1990,
for the Annual Meeting of Stockholders held on
July 19, 1990, is expressly incorporated
herein by this reference.
(g) Company's 1994 Stock Incentive Plan filed as
Exhibit A to Company's Definitive Proxy
Statement dated May 14, 1994, for the Annual
Meeting of Stockholders to be held on June 14,
1994, is expressly incorporated herein by this
reference.
(h) Employment agreement dated June 21, 1983,
between the Company and Alan L. Wurtzel, filed
as Exhibit 10(w) to Company's Registration
Statement on Form S-2 (Registration No. 2-83555),
is expressly incorporated herein by this
reference.
(i) Amendment dated September 8, 1983, to employment
agreement dated June 21, 1983, between Company
and Alan L. Wurtzel, filed as Exhibit 10(h) to
the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993,
(File No. 1-5767) is expressly incorporated herein
by this reference.
(j) Amendment dated December 2, 1986, to employment
agreement dated June 21, 1983, between the Company
and Alan L. Wurtzel, filed as Exhibit 10(k) to
Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1989, (File
No. 1-5767) is expressly incorporated herein by
this reference.
(k) Amendment dated May 24, 1989, to employment
agreement dated June 21, 1983, between Company
and Alan L. Wurtzel filed as Exhibit 10(m) to
Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1990, (File
No. 1-5767) is expressly incorporated herein
by this reference.
(l) Amendment dated June 16, 1992, to employment
agreement dated June 21, 1983, between Company
and Alan L. Wurtzel, filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993,
(File No. 1-5767) is expressly incorporated
herein by this reference.
(m) Employment agreement between Company and
William Zierdan dated January 1, 1988, and
amendment dated August 1, 1989, to the
employment agreement, filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993,
(File No. 1-5767) is expressly incorporated
herein by this reference.
(n) Employment agreement between Company and
Richard L. Sharp dated October 17, 1986,
and amendment dated August 1, 1989, to the
employment agreement, filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993,
(File No. 1-5767) is expressly incorporated
herein by this reference.
(o) Employment agreement dated June 1, 1988,
between Company and John A. Fitzsimmons,
filed as Exhibit 10(n) to Company's Annual
Report on Form 10-K for the fiscal year ended
February 28, 1989, (File No. 1-5767) is
expressly incorporated herein by this reference.
(p) Amendment dated August 1, 1989, to employment
agreement dated June 1, 1988, between Company
and John A. Fitzsimmons, filed as Exhibit 10(h)
to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993,
(File No. 1-5767) is expressly incorporated
herein by this reference.
(q) Employment agreement dated June 1, 1988,
between Company and Walter Bruckart, filed as
Exhibit 10(o) to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28,
1989, (File No. 1-5767) is expressly incorporated
herein by this reference.
(r) Amendment dated August 1, 1989, to employment
agreement dated June 1, 1988, between Company
and Walter Bruckart, filed as Exhibit 10(h) to
the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993, (File
No. 1-5767) is expressly incorporated herein by
this reference.
(s) Employment agreement dated May 25, 1989, between
Company and Michael T. Chalifoux, filed as Exhibit
10(x) to Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1991, (File
No. 1-5767) is expressly incorporated hereby by
this reference.
(t) Employment agreement dated March 1, 1991, between
Company and Bernard W. Andrews, filed as Exhibit
10(w) to Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1991, (File
No. 1-5767) is expressly incorporated hereby by
this reference.
(u) Company's Bonus Program for Fiscal 1993, (as
applicable to executive officers) filed as Exhibit
10(t) to Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993, (File
No. 1-5767) is expressly incorporated herein by
this reference.
(v) Company's Annual Performance Based Bonus Plan
filed as Exhibit B to Company's Definitive Proxy
Statement dated May 14, 1994, for the Annual
Meeting of Stockholders to be held on June 14,
1994, is expressly incorporated herein by this
reference.
(13) Annual Report to Shareholders E
(21) Subsidiaries of the Company F
(23) Consents of Experts and Counsel G
Consent of KPMG Peat Marwick to Incorporation by Reference of
Independent Auditors' Reports into Company's Registration Statements on Form
S-8.
(24) Power of Attorney
Powers of Attorney are located immediately following the signature
pages.
May 27, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
Alan L. Wurtzel* Director May 27, 1994
Alan L. Wurtzel
Michael T. Chalifoux* Director May 27, 1994
Michael T. Chalifoux
Richard N. Cooper* Director May 27, 1994
Richard N. Cooper
Douglas D. Drysdale* Director May 27, 1994
Douglas D. Drysdale
Barbara S. Feigin* Director May 27, 1994
Barbara S. Feigin
Theodore D. Nierenberg* Director May 27, 1994
Theodore D. Nierenberg
Norman Ricken* Director May 27, 1994
Norman Ricken
Walter J. Salmon* Director May 27, 1994
Walter J. Salmon
s/Richard L. Sharp Director May 27, 1994
Richard L. Sharp
Edward Villanueva* Director May 27, 1994
Edward Villanueva
*By: s/Richard L. Sharp
Richard L. Sharp,
Attorney-In-Fact
The original powers of attorney authorizing Richard L. Sharp and Michael T.
Chalifoux, or either of them, to sign this annual report on behalf of certain
directors and officers of the Company follow immediately after this page.